API Terms of Use

Hotwire API Terms of Use

Last Updated: July 2009

PLEASE READ THIS DOCUMENT CAREFULLY. IT IS A BINDING AGREEMENT AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.

These Hotwire API Terms of Use constitute a binding agreement between Hotwire, Inc. (“we” or “us”) and you and, if applicable, the company or other entity you represent (collectively, “you”). This agreement incorporates by reference our Privacy Policy and site Terms of Use, posted on www.Hotwire.com, as they may be amended from time to time. If you are a member of the Hotwire affiliate program, then this agreement also incorporates by reference the Hotwire Affiliate Program Terms of Agreement. If you are entering into this agreement on behalf of a company or other entity, you represent that you have the legal authority to bind the company or entity to this agreement. If you do not have such authority or if you do not agree with these Terms of Use, you may not use our application programming interface and any other related software, data, documentation and other materials provided by us (collectively, the “Hotwire API”).

We may revise these Terms of Use at any time by updating this page. By continuing to use the Hotwire API after the effective date of any such changes, you agree to be bound by such changes. We further reserve the right to discontinue or modify any part of the Hotwire API at any time, without notice or liability to you or any third party.

REGISTRATION: In order to use the Hotwire API, you must be at least eighteen (18) years old and have the legal capacity to enter into this agreement. You must also register. You may not impersonate any other person when you register, and you must maintain accurate and up-to-date account information, including your contact information. When you register, you will be assigned an API Key that will identify your account and permit you to make requests to the Hotwire API. You may have only one (1) account. You may not sell, transfer, assign, sublicense or otherwise disclose your API Key to any other person or entity. It is your responsibility to maintain the confidentiality of your API Key, and solely you are responsible for all use of the Hotwire API through it, whether or not you have authorized such use. You will immediately notify us of any unauthorized use of your account or any other actual or suspected breach of our security.

USE FROM OUTSIDE OF THE UNITED STATES: We make no representations that the Hotwire API is appropriate or available for use in locations outside of the U.S. If you use the Hotwire API from outside of the U.S., you do so voluntarily and at your own risk, and you are responsible for compliance with applicable law.

LICENSE TO USE THE HOTWIRE API: Subject to your compliance with these Terms of Use, we hereby grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to:

· Download and use the Hotwire API, for the sole purpose of interfacing with our servers to access and retrieve data (the “Hotwire Content”);

· Display the Hotwire Content on pages of your website, widgets, mobile applications and/or other electronic media; and

· Reproduce and display the Hotwire name and logo (the “Hotwire Marks”), as permitted by these Terms of Use.

You may not use the Hotwire API, the Hotwire Content or the Hotwire Marks for any purpose not expressly permitted by these Terms of Use without our prior written consent. If we terminate your rights under these Terms of Use, then this license will immediately terminate. The Hotwire API, the Hotwire Content and the Hotwire Marks, and any intellectual property or other proprietary rights contained in any of them, are and shall at all times remain our sole and exclusive property, and we reserve all right, title and interest not expressly granted to you under these Terms of Use. Your use of the Hotwire Marks shall inure to our benefit.

ATTRIBUTION TO HOTWIRE; USE OF THE HOTWIRE MARKS:

On each page of your website, widget, mobile application and/or other electronic media that uses, incorporates or displays the Hotwire API or Hotwire Content, you will display either the Hotwire logo or the Hotwire name. The logo or name must link directly to our home page (www.hotwire.com).

You may use the Hotwire Marks only in conjunction with your use of the Hotwire API, subject to the following requirements:

· You may use the Hotwire Marks only in the form in which we make them available to you or, if you are a Hotwire affiliate, on the LinkShare program portal. The form of the Hotwire Marks may change from time to time. If we change the Hotwire Marks, you will use the new marks and not the old ones.

· You will not use any Hotwire Mark in your search engine marketing.

· You may not use the Hotwire Marks in any manner that disparages us, Expedia, Inc., or our related companies.

· You will conduct your business in a professional manner, in a way that reflects favorably on our reputation.

· You will immediately discontinue the use of any Hotwire Mark, the Hotwire Content and/or the Hotwire API, if we request you to do so in writing.

· Other than as permitted by these Terms of Use, you will not use the name or trademarks of any of our hotel, air, car rental or other suppliers unless you obtain our prior written consent.

· You will not misrepresent or exaggerate the relationship between you and us. Without limiting the generality of this prohibition, you will not, for example, state or imply that we sponsor, endorse or support you, your application, your website or your business.

YOUR USE OF THE HOTWIRE API:

· You agree that your use of the Hotwire API and the Hotwire Content, as well as your application and any of your media (including your website(s)) in or on which your application appears will fully comply with all applicable laws, rules and regulations and these Terms of Use and will not violate the intellectual property, privacy, publicity or other rights of any person. The other provisions of these Terms of Use shall not limit the generality of this requirement.

· You agree that solely you are responsible for the development, operation and maintenance of your application.

· You may make network calls or requests to the Hotwire API at any time that the Hotwire API and the Hotwire Content are available, provided that you do not exceed the limits posted on the developer portal, which may change from time to time. To request an increase in the posted limits, follow the instructions on the portal.

· Display Requirements:

o The Hotwire Content returned to you by the Hotwire API will include a URL element specifying a link to the Hotwire site that you must make accessible to the end users of your application. Except as described below for members of the Hotwire affiliate program, you may not alter any such link. You may not use the Hotwire API to direct traffic to any other link.

o If your application displays multiple items returned by the Hotwire API, all associated links must be accessible to the end user of your application.

o If your application displays weather data retrieved from the Hotwire site, you will include the following clear and conspicuous attribution in immediate proximity to your display of the weather data: “WEATHER SOURCE: National Oceanic and Atmospheric Admin., National Climatic Data Center, Asheville, NC.”

o If you are a member of the Hotwire affiliate program, your application must display LinkShare-compatible versions of the URLs returned to you by the Hotwire API in order for you to receive affiliate credit for traffic sent to Hotwire through your application. The method you will use to generate a LinkShare-compatible URL may vary depending on which Hotwire API you are calling.

§ In some cases, the Hotwire API will be able to return a LinkShare-compatible URL if you pass your LinkShare id as a parameter when calling the Hotwire API. Consult the documentation on the Hotwire developer portal to determine if this option is available for the API you plan to use.

§ LinkShare's Automated Link Generator Service (http://www.linkshare.com/rc/webservices_linkgenerator.html) may be used to transform URLs returned by the Hotwire API to LinkShare-compatible URLs. Hotwire is not responsible for the LinkShare automated link generator service. If you use that service, you are bound by all applicable LinkShare terms of use.

o You will not:

§ Alter any Hotwire Content.

§ Minimize or otherwise inhibit the complete display of the page of the Hotwire site accessed through any link returned to you by the Hotwire API.

§ Alter, remove or obscure any notice, trademark or other content on the Hotwire site.

§ Frame the Hotwire site, nor will you cause it to be displayed in any pop-up, pop-under, exit window, expanding button or animated window. You may, however, create a new, full-sized browser window that displays the Hotwire site when an end user of your application clicks on a link.

§ Use the Hotwire API or the Hotwire Content in connection with any adware or spyware.

§ Use the Hotwire API or the Hotwire Content in any direct marketing media, including, without limitation, email.

§ Use the Hotwire API or Hotwire Content in any application or on any site or in any other medium that contains, depicts or promotes violence, pornography, illegal activities or material that is defamatory, libelous, threatening, abusive, harassing, harmful, obscene or is otherwise tortious, offensive or objectionable (in our sole judgment) or which may give rise to liability or violate any law.

· You may not replicate or archive, or attempt to replicate or archive, the Hotwire Content delivered to you by the Hotwire API.

· Caching Limits:

o Subject to the limitations below, you may not cache Hotwire Content returned to you by the Hotwire API for more than 24 hours after retrieval.

o If Hotwire Content returned to you by the Hotwire API contains an expiration element, then you may not cache that content beyond the specified expiration date and/or time.

o If Hotwire Content returned to you by the Hotwire API contains a “published date,” “created date” or “found date” element, then you may not cache that content for more than 24 hours from the “published,” “created” or “found” date.

· You will not use the Hotwire API or Hotwire Content in a way that is directly competitive with the Hotwire site.

· You will not interfere or attempt to interfere in any way with the functionality, stability or proper working of the Hotwire API, the Hotwire site or our servers or other equipment.

· You agree that you will not, and will not attempt to, alter, modify or tamper with the Hotwire API. You further agree that you will not seek to reverse engineer, disassemble or decompile the Hotwire API, or otherwise seek to derive any of its source code.

· You will not issue any press release or other statement to the media promoting your use of the Hotwire API without our prior written permission.

OUR RIGHT TO MONITOR YOUR COMPLIANCE: We may monitor your activities in order to verify your compliance with these Terms of Use. You agree that you will not seek to interfere with any such monitoring and that we may use technical means to overcome any methods you use to block our monitoring.

OUR USE OF YOUR NAME: You agree that, if applicable, we may include your company name, along with a link to your website (if applicable), on the Hotwire site and elsewhere, as part of a list of persons using the Hotwire API.

TERMINATION: We reserve the right in our sole discretion to terminate or restrict your use of the Hotwire API and/or the Hotwire Content (including, without limitation, any supplier rates) without notice, for any or no reason, and without liability to you or any third party. We also reserve the right to suspend or discontinue the Hotwire API and/or any Hotwire Content at any time. Upon termination, you will promptly: (1) delete and remove all calls to the Hotwire API from all web pages, scripts, widgets, applications and other software and media in your direct or indirect possession or control; (2) destroy and remove from all computers, hard drives, networks and other storage media all copies of the Hotwire API, Hotwire Marks and/or Hotwire Content; and (3) certify in writing to us that you have taken the foregoing actions.

CHANGES TO THE HOTWIRE API: You acknowledge that we may change the Hotwire API from time to time and that it is your responsibility to ensure that requests you make to it are compatible with the then-current Hotwire API. You further agree that we may change or remove features or functionality of the Hotwire API or the Hotwire website at any time, without notice or liability to you or any third party.

DISCLAIMER OF WARRANTIES; NO SUPPORT: YOU AGREE THAT YOUR USE OF THE HOTWIRE API, THE HOTWIRE MARKS AND THE HOTWIRE CONTENT SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS PRESENT THE HOTWIRE API AND THE HOTWIRE CONTENT “AS IS” AND DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THEM AND YOUR USE OF THEM. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE HOTWIRE API WILL FUNCTION AS DESCRIBED, THAT IT WILL BE FREE OF HARMFUL COMPONENTS, THAT YOUR USE OF IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR ABOUT THE ACCURACY OR COMPLETENESS OF THE HOTWIRE CONTENT. WE SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES OR SYSTEM FAILURES. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF USE DO NOT ENTITLE YOU TO ANY SUPPORT FOR THE HOTWIRE API. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

LIMITATION OF LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THESE TERMS OF USE FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL WE, OUR RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OUT OF YOUR USE OF OR INABILITY TO USE THE HOTWIRE API, THE HOTWIRE MARKS OR THE HOTWIRE CONTENT, ON ANY THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you, in which case our liability shall be limited to the maximum extent permitted by applicable law. Any claim arising out of these Terms of Use must be brought within one (1) year after the occurrence of the event giving rise to the claim, or it shall be forever barred.

THIRD-PARTY CLAIMS/INDEMNIFICATION: You agree that you are responsible for your behavior in connection with the Hotwire API. We shall not be liable for claims made against you or us arising out of your application or your use of the Hotwire API or the Hotwire Content, and you hereby agree to indemnify and hold us, our related companies, officers, directors, employees and agents harmless from and against any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising, directly or indirectly, in whole or in part, out of your application; your use of the Hotwire API; the use of the Hotwire API by any other person who accesses it using your API Key; your own website, other electronic medium or content; or your violation of these Terms of Use.

ELECTRONIC NOTICES: By registering to use the Hotwire API, you agree to receive electronic communications from us. You agree that any notice or other communication that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

USE OF INFORMATION SUBMITTED: You agree that we are free to use any comments, information or ideas contained in any communication you send us, without notice, compensation or acknowledgement to you, for any purpose whatsoever, including but not limited to modifying the Hotwire API, the Hotwire Content or the Hotwire site, and developing and marketing products and services.

RELATIONSHIP: Nothing in these Terms of Use shall be construed as creating any type of joint venture, employer-employee, partnership or franchise relationship between you and us.

U.S. EXPORT CONTROLS: Any software made available to you in connection with the Hotwire API is subject to U.S. export controls. No software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws.

NO ENDORSEMENT: You understand and agree that we do not endorse your application.

NO ASSIGNMENT: You may not assign your rights under these Terms of Use to any third party without our express written consent.

GOVERNING LAW: These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of laws rules. You consent to the exclusive jurisdiction and venue of the courts located in Delaware for all disputes arising out of or relating to these Terms of Use and your use of the Hotwire API.

GENERAL: If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such provision. Our failure to enforce any provision of these Terms of Use shall not constitute a waiver of that or any other provision. These Terms of Use set forth the entire understanding and agreement between you and us regarding your use of the Hotwire API.